002859SZSE
🚨 Material Event

Board of Directors' Explanation on Dilution of Immediate Returns and Compensation Measures for the Transaction

✨ AI Summary

Zhejiang Jiemei Electronics proposes to issue shares to acquire Changsha Aifu Science and Technology. This announcement explains the potential dilution of immediate returns per share and outlines compensation measures. The company expects increased profits and EPS post-acquisition, but acknowledges potential dilution if the target company underperforms, detailing integration and dividend policies to mitigate risks.

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Zhejiang Jiemei Electronics Co., Ltd. Board of Directors

Explanation on Dilution of Immediate Returns and Compensation Measures for the Transaction

Zhejiang Jiemei Electronics Co., Ltd. (hereinafter referred to as the "Company") proposes to acquire 100% equity of Changsha Aifu Science and Technology Co., Ltd. and raise supporting funds through share issuance (hereinafter referred to as the "Transaction").

In accordance with the "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guo Fa [2014] No. 17), the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market" (Guo Ban Fa [2013] No. 110), and the "Guiding Opinions on Matters Concerning the Dilution of Immediate Returns from Issuance and Re-financing and Major Asset Restructuring" (CSRC Announcement [2015] No. 31) and other relevant regulations, in order to protect the interests of small and medium investors, the Company hereby explains the dilution of immediate returns and compensation measures for this transaction as follows:

I. Impact of the Transaction on the Company's Current Earnings Per Share

According to the Company's 2025 audited financial report, unaudited financial data for January-March 2026, and the pro forma consolidated financial statements and review report issued by Tianjian Certified Public Accountants (Special General Partnership) (Tianjian Shen [2026] No. 17396), the Company's financial data before and after the transaction, excluding the raised supporting funds, are as follows:

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